Reebok 2012 Annual Report Download - page 73

6
adidas Group
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2012 Annual Report
To Our Shareholders
51
2012
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01.6
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Corporate Governance Report including the Declaration on Corporate Governance
Corporate Governance Report including
the Declaration on Corporate Governance
Corporate Governance stands for responsible and transparent management and corporate control
oriented towards a sustainable increase in value. These principles apply to all corporate functions
and are an essential foundation for sustainable corporate success. We are convinced that good
corporate governance enhances the confidence placed in our Group by our shareholders, business
partners, employees and the financial markets.
The following report includes the Corporate Governance Report and the
Declaration on Corporate Governance issued by the Executive Board and
Supervisory Board.
Dual board system
As a globally operating public listed company with its registered seat
in Herzogenaurach, Germany, adidas AG is, inter alia, subject to the
provisions of German stock corporation law. A dual board system, which
assigns the management of the company to the Executive Board and
advice and supervision of the Executive Board to the Supervisory Board,
is one of the fundamental principles of German stock corporation law.
These two boards are strictly separated in terms of membership and
duties and responsibilities. In the interest of the company, however, both
Boards cooperate closely.
Composition and working methods of the Executive Board
Our Executive Board consists of four members
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SEE EXECUTIVE BOARD,
P. 40. There are no Executive Board committees. The Executive Board is
responsible for independently managing the company, determining the
Group’s strategic orientation, agreeing this with the Supervisory Board
and ensuring its implementation. Further, it defines business targets,
corporate policy and the organisation of the Group. Additionally, the
Executive Board ensures appropriate risk management and risk control as
well as compliance with statutory regulations and internal guidelines. It is
bound to the company’s interests and obligated to strive for a sustainable
increase in company value. When filling management positions in the
company, the Executive Board takes diversity into consideration. It
especially aims for an appropriate consideration of women. We plan to
increase the number of women in management positions from currently
28% to between 32% and 35% worldwide by 2015
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SEE EMPLOYEES, P. 111.
Irrespective of the Executive Board’s overall responsibility, its members
are individually responsible for managing their respective business areas
in accordance with the Executive Board’s Business Allocation Plan. The
CEO is responsible in particular for leading the entire Executive Board as
well as for management of the Group’s business policy. The members of
the Executive Board keep each other informed on all significant events in
their business areas and align on all cross-functional measures. Further
details on collaboration within the Executive Board are governed by the
Rules of Procedure of the Executive Board and the Business Allocation
Plan. These documents specifically stipulate requirements for meetings
and resolutions as well as for cooperation with the Supervisory Board.
At the Supervisory Board meetings, the Executive Board reports in writing
and orally on the agenda items and resolution proposals and answers all
questions from the individual Supervisory Board members. Additionally,
the CEO regularly consults with the Chairman of the Supervisory Board
on key aspects of strategy, planning and business development as well
as on questions of risk management and compliance within the Group.
Composition and working methods of the
Supervisory Board
Our Supervisory Board consists of six shareholder representatives
and six employee representatives in accordance with the German
Co-Determination Act (Mitbestimmungsgesetz – MitbestG)
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SEE SUPER-
VISORY BOARD, P. 44. The Supervisory Board currently has two female
members. Five members of the Supervisory Board have many years
of international experience. The composition of the Supervisory
Board is characterised by a high degree of diversity resulting from the
different professional backgrounds of the members and comprehensive
knowledge of various industries. The members of our Supervisory Board
do not exercise directorship or similar positions or advisory tasks for
key competitors of the company. Further, they do not have business
or personal relations with adidas AG or its Executive Board which may
cause a substantial and not merely temporary conflict of interest
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SEE
SUPERVISORY BOARD REPORT, P. 46.
At its meeting held on February 9, 2011, and in accordance with the
recommendations of the German Corporate Governance Code (“the
Code”), the Supervisory Board determined the following objectives for
its composition:
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Maintain the composition of the Supervisory Board including
members with international background to the current extent.
1)
1) The Corporate Governance Report including the Declaration on Corporate Governance
is part of the Group Management Report.
Further information on Corporate Governance
More information on topics covered in this report can be found on our website
:
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W WW.ADIDAS-GROUP.COM/CORPORATE_GOVERNANCE including:
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Articles of Association
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Rules of Procedure of the Executive Board
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Business Allocation Plan (excerpt)
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Rules of Procedure of the Supervisory Board
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Rules of Procedure of the Audit Committee
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Supervisory Board Committees (composition and tasks)